Exhibit 5.1
Balch & Bingham LLP
1901 Sixth Avenue North, Suite 2600
Birmingham, Alabama 35203-2628
(205) 251-8900
(205)226-8799 Fax
March 16, 2005
Alabama Power Company
600 North 18th Street
Birmingham, AL 35291
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Alabama Power Company (the "Company") in
connection with the Registration Statement on Form S-3 (Registration Statement
Nos. 333-110950, 333-110950-01, 333-110950-02 and 333-110950-03) filed with the
Securities and Exchange Commission (the "Commission") on December 5, 2003 and
declared effective by the Commission on December 19, 2003 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), relating
to $250,000,000 aggregate principal amount of the Company's Series DD 5.65%
Senior Notes due March 15, 2035 (the "Notes"). The Notes will be issued pursuant
to the Senior Note Indenture dated as of December 1, 1997 between the Company
and JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as
trustee (the "Trustee"), as heretofore supplemented and amended and as further
supplemented and amended by a Thirtieth Supplemental Indenture dated as of March
16, 2005 (collectively, the "Indenture").
We have examined the Registration Statement and also the Indenture,
which has been filed with the Commission as an exhibit to the Registration
Statement. We have also examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies and the authenticity of the originals of such latter
documents. We have also assumed that the Indenture is the valid and legally
binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that the Notes are valid,
binding and legal obligations of the Company enforceable against the Company in
Alabama Power Company
March 16, 2005
Page 2
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally and to general principles of equity, whether
considered in a proceeding at law or in equity). In rendering the foregoing
opinion, with respect to matters of New York law, we have relied on the opinion
of Dewey Ballantine LLP attached hereto as Annex I.
We are members of the State Bar of Alabama and we do not express any
opinion herein concerning any law other than the law of the State of Alabama and
the federal law of the United States and, to the extent set forth herein, the
law of the State of New York.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the statements with respect to
our name under the heading "Legal Matters" in the prospectus forming part of the
Registration Statement. In giving the foregoing consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
This opinion may not be furnished or quoted to, or relied upon by, any other
person for any purpose, without our prior written consent.
Very truly yours,
/s/Balch & Bingham LLP
Annex 1
DEWEY BALLANTINE LLP
1301 Avenue of the Americas
New York, New York 10019-6092
tel 212 259-8000 fax 212 259-6333
March 16, 2005
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to the underwriters in connection with the
Registration Statement on Form S-3 (Registration Statement Nos. 333-110950,
333-110950-01, 333-110950-02 and 333-110950-03) (the "Registration Statement")
relating to $250,000,000 aggregate principal amount of Alabama Power Company's
(the "Company") Series DD 5.65% Senior Notes due March 15, 2035 (the "Notes").
The Notes will be issued pursuant to the Senior Note Indenture dated as of
December 1, 1997 between the Company and JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank), as trustee (the "Trustee"), as heretofore
supplemented and amended and as further supplemented and amended by a Thirtieth
Supplemental Indenture dated as of March 16, 2005 (collectively, the
"Indenture").
We have examined the Registration Statement and the Indenture, which has been
filed with the Securities and Exchange Commission as an exhibit to the
Registration Statement. We have also examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.
In rendering the opinions set forth below, we have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We have also
assumed that the Indenture is the valid and legally binding obligation of the
Trustee.
Based upon the foregoing, and subject to the qualifications and limitations
stated herein, we are of the opinion that the Notes are valid, binding and legal
obligations of the Company enforceable against the Company in accordance with
their terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally and to general principles of equity, whether considered in a
proceeding at law or in equity).
We are members of the State Bar of New York and we do not express any opinion
concerning any law other than the law of the State of New York.
This opinion is furnished solely for your benefit in connection with your
rendering an opinion to the Company to be filed as Exhibit 5.1 to the
Registration Statement and we hereby consent to your attaching this opinion as
an annex to such opinion. In giving our consent to your attaching this opinion
to the opinion being rendered by you, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. This opinion may not be relied
upon by you for any other purpose, or quoted to or relied upon by any other
person, firm or entity for any purpose, without our prior written consent.
Very truly yours,
/s/ DEWEY BALLANTINE LLP
DEWEY BALLANTINE LLP